Our AGM was held at 2pm on Tuesday 14 May 2019 at the Edinburgh International Conference Centre. You can see how our shareholders voted below.


Strategic report and financial highlights 2019


The following resolutions were put to our shareholders at our AGM on 14 May.

The resolutions For Against Withheld
Resolution 1: To receive and consider the Annual report and accounts 2018 1,134,747,238 (99.94%) 667,609 (0.06%) 1,548,393
Resolution 2: To declare a final dividend for 2018 1,135,807,906 (99.93%) 810,435 (0.07%) 346,322
Resolution 3: To re-appoint KPMG LLP as auditors 1,122,475,457 (99.52%) 5,455,840 (0.48%) 9,028,563
Resolution 4: To authorise the audit committee to set the auditors’ fees 1,133,341,617 (99.78%) 2,534,006 (0.22%) 1,090,941
Resolution 5: To approve the Directors’ remuneration report, excluding the remuneration policy 607,428,291 (57.98%) 440,226,225 (42.02%) 89,312,048
Resolutions 6A: To re-elect John Devine 1,124,919,962 (99.11%) 10,111,032 (0.89%) 1,935,570
6B: To re-elect Melanie Gee 1,124,244,844 (99.05%) 10,828,301 (0.95%) 1,891,325
6C: To re-elect Martin Gilbert 1,078,488,683 (95.02%) 56,507,868 (4.98%) 1,964,763
6D: To re-elect Rod Paris 1,120,411,565 (98.71%) 14,641,651 (1.29%) 1,913,348
6E: To re-elect Martin Pike 1,126,952,475 (99.29%) 8,114,460 (0.71%) 1,899,376
6F: To re-elect Bill Rattray 1,119,838,882 (98.67%) 15,045,306 (1.33%) 2,082,123
6G: To re-elect Jutta af Rosenborg 1,098,488,809 (96.79%) 36,450,765 (3.21%) 2,018,183
6H: To re-elect Keith Skeoch 1,124,675,383 (99.09%) 10,370,697 (0.91%) 1,918,885
Resolutions 7A: To elect Sir Douglas Flint 1,120,303,253 (98.70%) 14,731,868 (1.30%) 1,931,443
7B: To elect Cathleen Raffaeli 1,126,892,004 (99.29%) 8,056,564 (0.71%) 2,012,746
7C: To elect Stephanie Bruce with effect from 1 June 2019 1,119,583,926 (98.65%) 15,370,632 (1.35%) 2,001,708
Resolution 8: To provide limited authority to make political donations and to incur political expenditure 1,107,993,320 (97.64%) 26,746,723 (2.36%) 2,221,271
Resolution 9: To authorise the Directors to issue further shares 1,095,902,637 (96.50%) 39,761,721 (3.50%) 1,353,335
Resolution 10: To disapply share pre-emption rights 1,108,893,231 (97.77%) 25,305,143 (2.23%) 2,760,155
Resolution 11: To give authority for the Company to buy back shares 1,123,128,390 (98.90%) 12,534,318 (1.10%) 1,298,606
Resolution 12: To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds 1,033,540,229 (91.05%) 101,560,488 (8.95%) 2,400,597
Resolution 13: To disapply pre-emption rights in respect of allotments of equity securities in relation to the issuance of Convertible Bonds 1,009,615,472 (89.04%) 124,295,679 (10.96%) 3,050,163
Resolution 14: To allow the Company to call general meetings on 14 days’ notice 1,062,747,452 (93.56%) 73,175,313 (6.44%) 1,038,549

Issued share capital - Total voting rights

On 13 March 2019 – the latest practical business day before the printing and publication of the Notice of Annual General Meeting – the Company’s issued share capital consisted of 2,481,864,189 ordinary shares, carrying one vote each. No shares were held in treasury. Therefore, the total voting rights in the Company as at 13 March 2019 were 2,481,864,189.